OraLabs Announces Amendment to a Material Definitive Agreement with Partner Success Holdings Limited

On July 20, 2006, OraLabs Holding Corp (NASDAQ: OLAB)
("OraLabs" or the "Company") entered into a First Amendment, (the
"Amendment") to the Stock Exchange Agreement dated March 31, 2006 (the
"Agreement") with Partner Success Holdings Limited ("PSHL") and Mr. Wo
Hing Li, sole shareholder of PSHL (the "Shareholder"). The material
terms of the Amendment provide that:

   OraLabs, Inc. (the "Subsidiary") will pay certain tax liabilities
that result to the Company from the transfer to Gary H. Schlatter of
the Subsidiary in consideration for the redemption by the Company of
all its shares of common stock owned by Mr. Schlatter. The payment
will be made by the Subsidiary's purchase of up to 100,000 shares of
common stock from the Company for cash, plus any additional funds
necessary to cover the specified tax liability.
   A separate Tax Indemnity Agreement, which is attached as an
exhibit to the Amendment, will govern all matters concerning
determinations of the amount of the Spinoff Tax Liability (as defined
in the Amendment) that occur after the closing.
   OraLabs, PSHL and the Shareholder agree that a new Indemnification
Agreement, which is attached as an exhibit to the Amendment, replaces
and supersedes the Prior Indemnification Agreement (defined in the
Amendment).
   OraLabs, PSHL and the Shareholder agree to reincorporate the
Company's domicile from Colorado to Delaware upon approval by the
shareholders of the Company.
   In connection with reincorporation the parties agree, upon
obtaining shareholder approval, to increase the Company's authorized
shares of common stock from 25,000,000 to up to 200,000,000.

   The foregoing summary of the terms and conditions of the Amendment
does not purport to be complete and is qualified in its entirety by
reference to the full text of the Amendment that is included in a Form
8-K to be filed by the Company.

   Forward-Looking and Cautionary Statements

   Except for historical information and discussions contained
herein, statements included in this release may constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Reference is made in
particular to statements regarding anticipated sales growth,
expectations regarding financial results for the quarter and
expectations regarding future outcomes. These statements are based on
the Company's current beliefs and expectations as to such future
outcomes. These statements involve a number of risks, uncertainties,
and other factors that could cause results to differ materially, as
discussed in the Company's filings with the Securities and Exchange
Commission. The Company can offer no assurance that the Agreement, as
amended, discussed in this press release will close on the terms
described above, if at all.